Unit-Based Compensation

12 Months Ended

Dec. 31, 2015

12. UNIT-BASED COMPENSATION

Prior to our conversion to a Delaware limited partnership on March 6, 2015, we granted restricted common unit awards to certain employees in Texas under the 2009 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). The Omnibus Plan provided for a variety of unit-based and performance-based awards, including unit options, restricted units, unit grants, notional units, unit appreciation rights, performance awards and other unit-based awards. Additionally, prior to March 6, 2015, we granted restricted common unit awards to certain field employees in Kansas and Oklahoma and to certain employees in Texas under our previous Long-Term Incentive Plan (the “Previous LTIP”).

After the conversion to a limited partnership, both the Omnibus Plan and the Previous LTIP had no outstanding units remaining. Effective March 6, 2015, the Omnibus Plan was amended and restated and renamed the Sanchez Production Partners LP Long-Term Incentive Plan (the “LTIP”) and the Previous LTIP was merged into the LTIP. Restricted unit activity under the Omnibus Plan, the Previous LTIP, and the LTIP during the period, after adjusting for the reverse split, is presented in the following table:


		Weighted
		Average
	Number of	Grant Date
	Restricted	Fair Value
	Units	Per Unit

Outstanding at December 31, 2013	38,033	$	32.42
Granted(1)	44,968		24.40
Vested(1)	(55,034)		27.48
Returned/Cancelled(1)	(17,884)		28.16
Outstanding at December 31, 2014	10,083		31.10
Granted(1)	472,972		18.68
Vested(1)	(87,872)		14.89
Returned/Cancelled(1)	(33,826)		17.33
Outstanding at December 31, 2015	361,357	$	14.18

(1)Values herein presented as if Omnibus Plan and Previous LTIP had merged as of the earliest date presented.

During the year ended December 31, 2015, the Partnership issued 346,925 restricted common units (34,693 restricted common units after adjusting for reverse unit split) pursuant to the LTIP to the directors of the Partnership’s general partner that vested immediately on the date of the grant. The unit based compensation expense for the awards were based on their grant date fair values. In March 2015, officers were granted a total of 1,025,641 restricted common units (102,564 restricted common units after adjusting for the reverse unit split) that were due upon request, of which 769,231 restricted common units (76,923 restricted common units after adjusting for reverse unit split) were vested and delivered at the request of the officers, net of 322,692 restricted common units (32,269 restricted common units after adjusting for reverse unit split) that were returned to the plan for settlement of taxes associated with the vesting. Furthermore, on December 1, 2015 the board of directors approved the grant of 335,715 restricted units pursuant to the LTIP to employees, service providers, and executive officers which are set to vest pro-rata over a three-year period.